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HomeMy WebLinkAbout026292 ORD - 06/14/2005 CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRICIO CITY OF CORPUS CHRISTI On this the 14th day of June, 2005, the City Council of the City of Corpus Christi, Texas convened in Regular Meeting, at City Hall, with the following members of said Council present, to- wit: Henry Garrett Brent Chesney, Melody Cooper, Jerry Garcia, Bill Kelly, CAi:'Su 1+ ) Rex A. Kinnison, John Marez, Jesse Noyola, Mark Scott George K, Noe, Mary Kay Fischer, Cindy O'Brien, Armando Chapa, Mayor Councilmembers City Manager, City Attorney, Director of Financial Services, City Secretary with no absentees, constituting a quorum, at which time the following among other business was transacted: The City Manager presented for the consideration of the Council an ordinance authorizing the City Manager to effect the sale of General Improvement and Refunding Bonds, The ordinance was read by the City Secretary, The motion was carried by the following vote: AYES All members of the City Council shown present above voted "Aye", NAYS: None, The Mayor announced that the ordinance had been passed. The ordinance is as follows: 026292 ORDINANCE NO, 026292 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF EIGHTY SIX MILLION FOUR HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($86,485,000.00) OF THE GENERAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2005, OF THE CITYOF CORPUS CHRISTI, TEXAS, BEARING INTEREST ATTHE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR THE PAYMENT OF THE PRINCIPAL THEREOF; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; APPROVING THE EXECUTION OF A BOND PURCHASE CONTRACT AND AN ESCROW AGREEMENT; AND PROVIDING THAT THIS ORDINANCE SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE, WHEREAS, it is deemed advisable and to the best interest of the City of Corpus Christi (the "City" orthe "Issuer") that certain bonds authorized at an election held November 2,2004 be combined in a single issue and sold at this time, the amount of bonds authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold being as follows: AMOUNT AUTHORIZED $68.350,000 1,900,000 5,660,000 7,406,000 11,684000 PURPOSE Street Improvements Fire Station Improvements Library & Learning etr. Improvements Park and Recreation Improvements Bayfront Development Improvements AMOUNT PREVIOUSLY SOLD -0- -0- -0- -0- -0- $ 95,000,000 $ -0- AMOUNT NOW OFFERED" $ 48,534,000 400,000 2,160,000 7,406,000 1 500,000 $ 60,000,000 . Includes premium received from sale of the bonds WHEREAS, the City Council has determined to authorize the refunding of the outstanding obligations of the City described in Schedule I attached to this ordinance (the "Refunded Obligations") to achieve a debt service savings with respect to Refunded Obligations; and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to Chapters 1207, 1251 and 1331, Texas Government Code, as amended, and the Charter of the City, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS 1, That the bond or bonds of the City of Corpus Christi, Texas (the "City" or the "Issuer") to be called "General Improvement and Refunding Bonds, Series 2005" (the "Bonds" or the "Series 2005 Bonds"), be issued under and by virtue of the Constitution and laws of the State of Texas and the Charter of the City for the following purposes: improving the streets of the City; constructing fire station improvements; constructing library and learning center improvements; constructing improvements to the City's parks and recreation facilities; and constructing Bayfront development improvements (all of such improvements approved at the November 2,2004 election hereinafter collectively called the "Project"), in the aggregate principal amount of $56,71 0,000; for the purpose of refunding the Refunded Obligations; and for paying the costs of issuance associated with the sale of the Series 2005 Bonds; all of which bonds aggregate in principal amount the sum of $86,485,000 2, That the Series 2005 Bonds shall be dated June 1,2005, shall be in the denomination of $5,000 each, or any integral multiple thereof (an "Authorized Denomination"), shall be numbered consecutively from R-1 upward, and shall mature on the maturity date in each of the years and in the amounts, and bear interest at the rates per annum, respectively, as set forth below: -2- MATURITY DATE: MARCH 1 YEARS 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023 2024 2025 AMOUNTS ($) 680,000 1,780,000 3,325,000 2,330,000 2,410,000 3,270,000 5,780,000 6,065,000 6,515,000 5,750,000 5,815,000 5,025,000 1,080,000 6,455,000 6,775,000 5,980,000 4,050,000 4,250,000 4,465,000 4,685,000 INTEREST RATES (%) 3,250 3.250 3.250 3.500 5,000 5000 5,250 5.000 5,000 5,000 5.000 5,000 4,050 5.000 5.000 5,000 5.000 5.000 5,000 5,000 Interest shall be payable to the registered owner of any such Series 2005 Bond in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance, Interest shall be calculated on the basis of a 360 day year consisting of twelve 30 day months, 3, That the City reserves the right to redeem the Series 2005 Bonds maturing on or after March 1, 2016, in whole or in part, on March 1, 2015 or on any date thereafter, for the principal amount thereof plus accrued interest thereon to the date fixed for redemption, The years of maturity of the Series 2005 Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City, The Series 2005 Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar (hereinafter defined); provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Series 2005 Bonds, if fewer than all of the Series -3- 2005 Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Series 2005 Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository, 4, That at least 30 days prior to the date fixed for any redemption of the Series 2005 Bonds, the City shall cause (i) a written notice of such redemption to be deposited in the United States mail, first-class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books (hereinafter defined) of the Paying Agent/Registrar and (ii) notice of such redemption either to be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; provided however, that the failure to send, mail, or receive such notice described in (i) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Series 2005 Bond, and it is hereby specifically provided that the provision of notice described in (ii) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Series 2005 Bonds, By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Series 2005 Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption, If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Series 2005 Bonds or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds -4- provided for such payment The Paying Agent/Registrar shall record in the registration books all such redemptions of principal of the Series 2005 Bonds or any portion thereof. If a portion of any Series 2005 Bond shall be redeemed a substitute Series 2005 Bond or Series 2005 Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance, In addition to the foregoing, the City shall cause the Paying Agent/Registrar to give notice of any such redemption in the manner set forth in Section 5(h) hereof. The failure to cause such notice to be given, however, or any defect therein, shall not affect the validity or effectiveness of such redemption, 5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in Dallas, Texas (the "Designated Trust Office") of The Bank of New York Trust Company, NA (the "Paying Agent/Registrar"), or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of (g) below, books or records of the registration and transfer of the Series 2005 Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided, It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond to which payments with respect to the Series 2005 Bonds shall be mailed, as herein provided, The City or its designee shall have the right to inspect the Registration Books during -5- regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity, Registration of each Series 2005 Bond may be trans- ferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in an Authorized Denomination, to the assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees, Upon the assignment and transfer of any Series 2005 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided, (b) The entity in whose name any Series 2005 Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the lia- bility upon such bond to the extent of the sum or sums so paid, (c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 2005 Bonds, and to act as its agent to exchange or replace Series 2005 Bonds, all as provided in this Ordinance, The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Series 2005 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance, -6- (d) Each Series 2005 Bond may be exchanged for fully registered bonds in the manner set forth herein, Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof, may, upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in an Authorized Denomination (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series 2005 Bond or Series 2005 Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Series 2005 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in an Authorized Denomination at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon sur- render thereof for cancellation, If any Series 2005 Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged, Each substitute bond shall bear a letter and/or number to distinguish it from each other bond, The Paying Agent/Registrar shall exchange or replace Series 2005 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 2005 Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of -7- the Series 2005 Bonds for all purposes of this Ordinance, and may again be exchanged or replaced, It is specifically provided, however, that any Series 2005 Bond delivered in exchange for or replacement of another Series 2005 Bond prior to the first scheduled interest payment date on the Series 2005 Bonds (as stated on the face thereof) shall be dated the same date as such Series 2005 Bond, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full, On each substitute bond issued in exchange for or replacement of any Series 2005 Bond or Series 2005 Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND (the "Authentication Certificate"), An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date the Authentication Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless the Authentication Certificate is so executed, The Paying Agent/Registrar promptly shall cancel all Series 2005 Bonds surrendered for exchange or replacement No additional ordinances, orders, or resolutions need be passed or adopted by the City Councilor any other body or person so as to accomplish the foregoing exchange or replacement of any Series 2005 Bond or portion hereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein, Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Series 2005 Bond as aforesaid is hereby imposed upon the -8- Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Series 2005 Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts, Neither the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any bond during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days, (e) All Series 2005 Bonds issued in exchange or replacement of any other Series 2005 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 2005 Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Series 2005 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 2005 Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND, (f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Series 2005 Bonds, but the registered owner of any Series 2005 Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto, The registered owner of any Series 2005 Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such bond or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent to the exercise of -9- such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions thereof in any integral multiple of $5,000, and in the case of the exchange of the unredeemed portion of a Series 2005 Bond which has been redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be paid by the City, In addition, the City hereby covenants with the registered owners of the Series 2005 Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Series 2005 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 2005 Bonds solely to the extent above provided, and with respect to the exchange of Series 2005 Bonds solely to the extent above provided, (g) The City covenants with the registered owners of the Series 2005 Bonds that at all times while the Series 2005 Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Series 2005 Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity, The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying -10- Agent/ Registrar under this Ordinance, Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 2005 Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 2005 Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar, (h) (I) In addition to the manner of providing notice of redemption of Series 2005 Bonds as set forth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption of Series 2005 Bonds by United States mail, first-class postage prepaid, at least 30 days prior to a redemption date to each NRMSIR and the SID (each as defined in Section 14 hereof). In addition, in the event of a redemption caused by an advance refunding of the Series 2005 Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the immediately preceding sentence at least 30 days but not more than 90 days prior to the actual redemption date Any notice sent to the NRMSIRs or the SID shall be sent so that they are received at least two days prior to the general mailing or publication date of such notice. The Paying Agent/Registrar shall also send a notice of redemption to any owner of a Series 2005 Bond who has not sent the Series 2005 Bonds in for redemption 60 days after the redemption date. (ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by this Ordinance, shall contain a description of the Series 2005 Bonds to be redeemed, including the complete name of the Series 2005 Bonds, the series, the date of issue, the interest rate, the -11- maturity date, the CUSIP number, if any, the amounts called of each certificate, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which the Series 2005 Bond may be redeemed, including a contact person and telephone number, (iii) All redemption payments made by the Paying Agent/Registrar to the registered owners of the Series 2005 Bonds shall include CUSIP numbers relating to each amount paid to such registered owner 6, That the form of all Series 2005 Bonds, including the form of the Comptroller's Registration Certificate to accompany the Series 2005 Bonds on the initial delivery thereof, the form of the Authentication Certificate, and the Form of Assignment to be printed on each of the Series 2005 Bonds, shall be, respectively, substantially as set forth in Exhibit A to this Ordinance, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance 7 (a) That a special fund or account, to be designated the "City of Corpus Christi, Texas Series 2005 General Improvement and Refunding Bonds Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created and shall be established and maintained by the City at its official depository bank, The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Series 2005 Bonds, All taxes levied and collected for and on account of the Series 2005 Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund, During each year while any of the Series 2005 Bonds is outstanding and unpaid, the City Council of the City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the City, with full allowances being made for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money required to pay the interest -12- on the Series 2005 Bonds as such interest comes due, and to provide a sinking fund to pay the principal of the Series 2005 Bonds as such principal matures, but never less than 2% of the original principal amount of the Series 2005 Bonds as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in the City for each year while any of the Series 2005 Bonds is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund, The ad valorem taxes necessary to pay the interest on and principal of the Series 2005 Bonds, as such interest comes due, and such principal matures, are hereby pledged for such purpose, within the limit prescribed by law. There shall be appropriated from the General Fund of the City for deposit into the Interest and Sinking Fund moneys as may be necessary to pay the scheduled interest payments on the Series 2005 Bonds through March 1, 2006, The rate of ad valorem tax that may be levied in connection with the payment of the debt service on that portion of the Series 2005 Bonds issued to finance the construction of the Project and to refund those Refunded Obligations that represent bonds approved by the voters subsequent to April 5, 1993 may be set at such a rate such that the aggregate rate of ad valorem tax levied by the City in any fiscal year may exceed the 68 cent per $100 tax rate cap provided in the City Charter, as such Series 2005 Bonds fall within the provisions of the City Charter, as amended by the vote of the citizens on April 4, 1993, that permit said rate cap to be exceeded for bonds approved by the citizens at an election held for such purpose, (b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2005 Bonds and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid, effective, and perfected, If Texas law is amended at any time while the Series 2005 Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made -13- by the City under Section 7(a) of this Ordinance is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in orderto preserve to the registered owners of the Series 2005 Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur, 8, (a) That in the event any outstanding Series 2005 Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 2005 Bond, in replacement for such Series 2005 Bond in the manner hereinafter provided (b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 2005 Bonds shall be made to the Paying Agent/Registrar, In every case of loss, theft, or destruction of a Series 2005 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto, Also, in every case of loss, theft, or destruction of a Series 2005 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 2005 Bond, as the case may be, In every case of damage or mutilation of a Series 2005 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 2005 Bond so damaged or mutilated, (c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 2005 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 2005 Bond, the -14- City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 2005 Bond) instead of issuing a replacement Series 2005 Bond, provided security or indemnity is furnished as above provided in this Section, (d) Priorto the issuance of any replacement bond, the Paying AgenURegistrarshall charge the owner of such Series 2005 Bond with all legal, printing, and other expenses in connection therewith Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 2005 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 2005 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 2005 Bonds duly issued under this Ordinance, (e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying AgenURegistrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the Paying AgenURegistrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for Series 2005 Bonds issued in exchange for other Series 2005 Bonds, 9, That the City Manager of the City is hereby authorized to have control of the Series 2005 Bonds and all necessary records and proceedings pertaining to the Series 2005 Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas, Upon registration of the Series 2005 Bonds, the Comptroller of Public Accounts (or a -15- deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the Series 2005 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate 10, That the sale of the Bonds to J,P,Morgan Securities, Inc" as representative for the underwriters named in the hereinafter defined Purchase Contract (the "Underwriters"), at the purchase price described in the bond purchase agreement between the City and the Underwriters (the "Purchase Contract"), is hereby authorized, ratified and confirmed, One Bond in the principal amount maturing on each maturity date as set forth in the Purchase Contract shall be delivered to the Underwriters, and the Underwriters shall have the right to exchange such bonds as provided in Section 5 hereof without cost The Purchase Contract setting forth the terms of the sale of the Bonds to the Underwriters, in substantially the form attached to this Ordinance, is hereby accepted, approved and authorized to be delivered in executed form to the Underwriters, The Mayor and the City Manager each is hereby authorized, severally but not jointly, to execute and deliver the Purchase Contract on behalf of the City, The "Official Statement" prepared in connection with the sale of the Bonds, in substantially the form attached to this Ordinance, is hereby accepted, approved and authorized to be delivered in executed form to the Underwriters, The use of the "Preliminary Official Statement" prepared in connection with the sale of the Bonds is hereby ratified, 11, That the Issuer covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Series 2005 Bonds as obligations described in section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation, In furtherance thereof, the Issuer covenants as follows (a) to take any action to assure that no more than 10 percent of the proceeds -16- of the Series 2005 Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use", as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Series 2005 Bonds, in contravention of section 141 (b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 2005 Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate", within the meaning of section 141 (b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Series 2005 Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to per- sons, other than state or local governmental units, in contravention of section 141 (c) of the Code; (d) to refrain from taking any action which would otherwise result in the Series 2005 Bonds being treated as "private activity bonds" within the meaning of section 141 (b) of the Code; (e) to refrain from taking any action that would result in the Series 2005 Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Series 2005 Bonds, -17- directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produc- es a materially higher yield over the term of the Series 2005 Bonds, other than investment property acquired with -- (1) proceeds of the Series 2005 Bonds invested for a reasonable temporary period of three years or less or, in the case of a current refunding, of 90 days or less or, in the case of an advance refunding, of 30 days or less, until such proceeds are needed for the purpose for which the Series 2005 Bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1,148-1 (b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series 2005 Bonds; (g) to otherwise restrict the use of the proceeds of the Series 2005 Bonds or amounts treated as proceeds of the Series 2005 Bonds, as may be necessary, so that the Series 2005 Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Series 2005 Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings", within the meaning of section 148(1) of the Code and to pay to the United States of America, not later than 60 days after the Series 2005 Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code, -18- For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Bonds, It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U,S Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code, In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code, In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the Director of Financial Services may execute any certificates or other reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds, In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds, The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code, -19- 12, That the City covenants to account for on its books and records the expenditure of proceeds from the sale of the Series 2005 Bonds and any investment earnings thereon to be used for the Project in accordance with the requirements of the Code, The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (a) the expenditure on a Project is made or (b) each such Project is completed; but in no event later than three years after the date on which the original expenditure is paid, The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of the Series 2005 Bonds or (b) the date the Series 2005 Bonds are retired, The City agrees to obtain the advice of a nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Series 2005 Bonds, For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of a nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest 13, That the Issuer covenants that the property constituting a Project or other property financed or refinanced with the proceeds of the Series 2005 Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Series 2005 Bonds, For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation, For purposes of this Section, the Issuer -20- shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. 14, (a) Definitions, That as used in this Section, the following terms have the meanings ascribed to such terms below: "MAC" means the Municipal Advisory Council of Texas, "MSRB" means the Municipal Securities Rulemaking Board, "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time, "Rule" means SEC Rule 15c2-12, as amended from time to time, "SEC" means the United States Securities and Exchange Commission, "S/D" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time, The MAC currently serves as the SID for the State of Texas, (b) Annual Reports, (i) The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after 2005, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in Exhibit B hereto, Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided, If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to each NRMSIR and -21- any SID, when and if the audit report on such statements becomes available, (ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices, The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Series 2005 Bonds, if such event is material within the meaning of the federal securities laws: 1, Principal and interest payment delinquencies; 2. Non-payment related defaults; 3, Unscheduled draws on debt service reserves reflecting financial difficulties; 4, Unscheduled draws on credit enhancements reflecting financial difficulties; 5, Substitution of credit or liquidity providers, or their failure to perform; 6, Adverse tax opinions or events affecting the tax-exempt status of the Series 2005 Bonds; 7, Modifications to rights of holders of the Series 2005 Bonds; 8, Series 2005 Bond calls; 9, Defeasances; 10. Release, substitution, or sale of property securing repayment of the Series 2005 Bonds; and 11, Rating changes, The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. Any filing under this Section may be made solely by transmitting such filing to the MAC as provided at http://wwwdisclosureusa.orQ, unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September 7,2004, -22- (d) Limitations, Disclaimers, and Amendments, (i) The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Series 2005 Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes any Series 2005 Bonds no longer to be outstanding, (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Series 2005 Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or to update any information provided in accordance with this Section or otherwise, except as expressly provided herein, The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2005 Bonds at any future date, (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2005 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE, (iv) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this -23- Ordinance, Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws, (v) The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, ortype of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Series 2005 Bonds in the primary offering of the Series 2005 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Series 2005 Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Series 2005 Bonds, If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2005 Bonds in the primary offering of the Series 2005 Bonds. 15, That interest earnings derived from the investment of proceeds from the sale of the Series 2005 Bonds shall be used along with other available bond proceeds for the construction -24- of the Project for which a portion of the Series 2005 Bonds are issued; provided, that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund, It is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Series 2005 Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section, 16 That the Series 2005 Bonds initially shall be issued and delivered in such manner that no physical distribution of the Series 2005 Bonds will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the Series 2005 Bonds, DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17 A of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way verifies, such representations, The Series 2005 Bonds initially authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC, It is expected that DTC will hold the Series 2005 Bonds on behalf of the Underwriters and their participants So long as each Series 2005 Bonds is registered in the name of CEDE & CO" the Paying AgenURegistrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. It is expected that DTC will maintain a book- entry system which will identify ownership of the Series 2005 Bonds in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that the Series 2005 Bonds initially deposited with DTC shall be immobilized and not be further exchanged for substitute Series 2005 Bonds except -25- as hereinafter provided The City is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any interests or rights of the beneficial owners of the Series 2005 Bonds. It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Series 2005 Bonds, and the method of paying the fees and charges of DTC, The City does not represent, nor does it in any way covenant that the initial book-entry system established with DTC will be maintained in the future, Notwithstanding the initial establishment of the foregoing book- entry system with DTC, if for any reason any of the originally delivered Series 2005 Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Series 2005 Bonds will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that any book-entry system will be maintained for such Series 2005 Bonds In connection with the initial establishment of the foregoing book-entry system with DTC, the City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book-entry system described above, 17, (a) Deemed Paid That any Series 2005 Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (e) of this Section, when payment of the principal of such Series 2005 Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for -26- such payment (1) lawful money of the United States of America sufficient to make such payment and/or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable, At such time as a Series 2005 Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Series 2005 Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities, Upon entering into the Future Escrow Agreement with respect to any such Series 2005 Bonds so defeased, such Series 2005 Bonds shall no longer be outstanding for any purpose except for right of payment, and all rights of the City to take any other action amending the terms of such Series 2005 Bonds shall be extinguished (b) Investments Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Series 2005 Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing by the City, Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection (a)(i) or (ii) above, All income from such Defeasance -27- Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the City or deposited as directed in writing by the City, (c) Selection of Defeased Bonds, In the event that the City elects to defease less than all of the principal amount of Series 2005 Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Series 2005 Bonds by such random method as it deems fair and appropriate, (d) Defeasance Obligations, The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the City adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent (e) Continuing Duty of Paying Agent/Registrar. Until all Series 2005 Bonds defeased under this Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such Series 2005 Bonds shall perform the services of Paying Agent/Registrar for such Series 2005 Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services, 18, That the City hereby finds that the issuance of the Series 2005 Bonds for the purpose -28- of refunding the Refunded Obligations to realize a net present value savings is a public purpose, The refunding of the Refunded Obligations will produce a net present value savings of $1,026,811,72 and a gross savings of $1 ,261 ,560.25, In addition, the City hereby determines that the Refunded Obligations shall be called for redemption on the redemption date or dates set forth in Schedule I, at the applicable redemption price to the date fixed for redemption as provided in Schedule I. The City Manager or the designee thereof shall take such actions as are necessary to cause the required notice of redemption to be given in accordance with the terms of each ordinance for the Refunded Obligations called for redemption, 19 That the City Manager of the City is hereby authorized and directed to execute, the City Secretary is authorized to attest, and the City Attorney is authorized to approve as to form, on behalf of the City, the Escrow Agreement covering the use of the moneys to be deposited in accordance with the terms thereof, for the benefit of the holders of the Refunded Obligations being retired with the proceeds from the sale of the Series 2005 Bonds, between the City and the escrow agent named therein, in substantially the form attached to this Ordinance. 20. That the proceeds from the sale of the Bonds shall be used in the manner described in the letter of instructions executed by or on behalf of the City, The foregoing notwithstanding, proceeds representing accrued interest on the Bonds shall be deposited to the credit of the Interest and Sinking Fund and proceeds representing premium on the Series 2005 Bonds shall be used in a manner consistent with the provisions of VTCA, Government Code, Section 1201,042(d), In no event, however, shall the premium received from the sale of the Series 2005 Bonds be expended on the projects shown in the preamble to this Ordinance in excess of the amounts shown for such projects under the column heading "Amount Now Offered", and that the aggregate amount of principal and premium expended on the projects shall not exceed $60,000,000, -29- 21, That on the date of delivery of the Series 2005 Bonds, the City will obtain from Financial Security Assurance Inc, (the "Insurer") a municipal bond insurance policy in support of the Series 2005 Bonds, To that end, for so long as said policy is in effect, the ordinance requirements of the Insurer, as a condition to the issuance of said policy, attached to this Ordinance are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary, The City Manager and any Assistant City Manager shall have the authority to execute any documents to effect the issuance of said policy by the Insurer 22, That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes, All ordinances and resolutions or parts thereof in conflict herewith are hereby repealed. For all purposes of this Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance, The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa, References to any named person means that party and its successors and assigns, References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof, Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as described herein Any reference to "FORM OF BOND" shall refer to the form of the Series 2005 Bonds set forth in Exhibit A to this Ordinance, The titles and headings of the Sections and subsections of this Ordinance have been inserted for convenience of .30. reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. 23, That the Mayor, the City Secretary or Assistant City Secretary, the City Manager, the Director of Financial Services and all other officers, employees, and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Series 2005 Bonds, the Purchase Contract, the Escrow Agreement, the offering documents prepared in connection with the sale of the Series 2005 Bonds, or the Paying AgenURegistrar Agreement In case any officer whose signature appears on any Series 2005 Bond shall cease to be such officer before the delivery of such Series 2005 Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery, 24, That it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter551, Texas Government Code, as amended. In accordance with the provisions of VTCA, Government Code, Section 1201,028, this Ordinance shall be effective immediately upon its adoption by the City Council. -31- ADOPTED this June 14, 2005, ATTEST: /~ City Secretary, City of Corpus Christi, Texas APPROVED THIS 14TH DAY OF JUNE, 2005: MARY KAY FISCHER, CITY ATTORNEY ) 1&1 '41 ~ Mayor, (SEAL) -32- SCHEDULE I (1) Combination Tax and Revenue Certificates of Obligation, Series 1993: Maturitv Date 12/01/2006 06/01/2007 12/01/2007 06/01/2008 12/01/2008 Interest Rate (%) 5,500 5,500 5,500 5,500 5,500 Par Amount($) 50,000 50,000 50,000 60,000 50,000 Call Date 12/01/2005 12/01/2005 12/01/2005 12/01/2005 12/01/2005 (2) Combination Tax and Solid Waste Certificates of Obligation, Series 1995 Maturity Date 03/01/2007 03/01/2008 03/01/2009 03/01/2013 03/01/2014 03/01/2015 Interest Rate (%) 4,900 5,000 5,000 5,125 5,200 5,200 Par Amount($) 550,000 575,000 625,000 775,000 800,000 850,000 Call Date 09/01/2005 09/01/2005 09/01/2005 09/01/2005 09/01/2005 09/01/2005 (3) Combination Tax and Revenue Certificates of Obligation, Series 2000 Maturity Date 03/01/2012 03/01/2013 03/01/2014 03/01/2015 03/01/2018* 03/01/2020* *Term Bond Interest Rate (%) 4,900 5,000 5,100 5,200 5,750 5.400 Par Amount($) 745,000 785,000 825,000 865,000 2,895,000 2,210,000 -33- Call Date 03/01/2011 03/01/2011 03/01/2011 03/01/2011 03/01/2011 03/01/2011 Call Price 101.000 101.000 101.000 101.000 101.000 Call Price 100.000 100.000 100.000 100.000 100,000 100,000 Call Price 100.000 100,000 100,000 100,000 100.000 100,000 (4) General Improvement and Refunding Bonds, Series 2001 Interest Par Maturity Date Rate (%) Amount($) Call Date Call Price 03/01/2013 5,250 1,570,000 03/01/2011 100,000 03/01/2014 5,375 1,645,000 03/01/2011 100.000 03/01/2015 5,375 1,875,000 03/01/2011 100.000 03/01/2016 5,375 1,780,000 03/01/2011 100.000 03/01/2017 5,375 1,650,000 03/01/2011 100.000 03/01/2018 5,375 1,740,000 03/01/2011 100,000 03/01/2021' 5000 6,070,000 03/01/2011 100,000 'Term Bond (5) Tax Notes, Series 2003 Interest Par Maturity Date Rate(%) Amount($) Call Date Call Price 03/01/2008 3.680 375,000 08/11/2005 100AOO 03/01/2009 3,680 385,000 08/11/2005 100AOO -34- EXHIBIT A FORM OF BOND NO, $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF NUECES AND SAN PATRICIO CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT AND REFUNDING BOND SERIES 2005 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE JUNE 1,2005 CUSIP ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF CORPUS CHRISTI, TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to , orto the registered assignee hereof (either being herein- after called the "registered owner") the principal amount of DOLLARS and to pay interest thereon, from the Original Issue Date specified above, to the maturity date specified above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on March 1,2006, and semiannually on each September 1 and March 1 thereafter; except that if the Paying AgentlRegistrar's Authentication Certificate appearing on the face of this Bond is dated later than March 1, 2006, such interest is payable semiannually on each September 1 and March 1 following such date, THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges, The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or redemption prior to maturity at the designated corporate trust office in Dallas, Texas (the "Designated Payment Office"), of The Bank of New York Trust Company, NA, which is the "Paying AgentlRegistrar" for this Bond, The payment of interest on this Bond shall be made by the Paying AgentlRegistrar to the registered owner hereof as shown by the Registration Books kept by the Paying AgentlRegistrar at the close of business on the 15th day of the month next preceding such interest payment date by check, dated as of such interest payment date, drawn by the Paying AgentlRegistrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying AgentlRegistrarfor such purpose as hereinafter provided; and such check shall be sent by the Paying AgentlRegistrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying AgentlRegistrar, as hereinafter described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Payment Office of the Paying AgentlRegistrar. The Issuer covenants with the registered owner of this Bond that no later than each principal payment and/or interest payment date for this Bond it will make available to the Paying AgentlRegistrar from the Interest and Sinking Fund as defined by the ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each registered owner of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Payment Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due, Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the Issuer and the securities depository, THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, maturity and option of redemption, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $86,485,000, for the purpose of providing funds with which to (i) make and acquire various public improvements for the City, in accordance with the Ordinance, (ii) refund those obligations of the City designated in the Ordinance as the "Refunded Obligations" and (iii) pay costs of issuance related thereto, ON MARCH 1,2015, oron any date thereafter, the Bonds of this Series maturing on March 1, 2016 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption, The years of maturity of the Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City, The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar; provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository, AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; provided, however, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond, and the Ordinance provides that the provision of notice as described in (b) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Bond, By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying AgenURegistrar for the payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption, If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying AgenURegistrar out of the funds provided for such payment. The Paying AgenURegistrar shall record in the Registration Books all such redemptions of principal of this Bond or any portion hereof, If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance, ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying AgenURegistrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Ordinance, Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying AgenURegistrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying AgenURegistrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered, The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying AgenURegistrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner The one requesting such exchange shall pay the Paying AgenURegistrar's reasonable standard or customary fees and charges for exchanging any Bond or portion thereof The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying AgenURegistrar will be paid by the Issuer, In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege, In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days, WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds, IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of which it is a part, is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done and performed and have happened in regular and due time, form and manner as required by law; that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the series of which it is a part; and that the total indebtedness of said City, including the entire series of bonds of which this is one, does not exceed any constitutional, statutory or charter limitation, BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the Mayor of said City, and attested with the manual or facsimile signature of the City Secretary, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond ATTEST: xxxxxxxxxxxxxx City Secretary )()()()()()()() Mayor (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated THE BANK OF NEW YORK TRUST COMPANY, NA, Paying Agent/Registrar By Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee / / (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises, Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company, NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER REGISTER NO, STATE OF TEXAS I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the City of Corpus Christi, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me WITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (SEAL) The printer of the Series 2005 Bonds is hereby authorized to print on the Series 2005 Bonds (i) the form of bond counsel's opinion relating to the Series 2005 Bonds, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Series 2005 Bonds. Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance, Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: The information of the general type included in Appendix A under the headings "DEBT PAYABLE FROM TAXES", "GENERAL REVENUES" and "AD VALOREM TAXES'" Appendix C to the Official Statement, "Excerpts from the Annual Financial Report of the City of Corpus Christi, Texas for the Fiscal Year Ended July 31, 2004". Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 above. THE STATE OF TEXAS COUNTIES OF NUECES AND SAN PA TRICIO CITY OF CORPUS CHRISTI I, Armando Chapa, City Secretary of the City of Corpus Christi, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open, public meeting of the City Council of the City of Corpus Christi, Texas held on June 14, 2005, and of Ordinance NoD 26 2 ~~Ch was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance, In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Corpus Christi, this 14th day of June, 2005, Cityi~ City of Corpus Christi, Texas (SEAL) Corpus Christi, Texas ~ TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas I~fh Day of ,2005 For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: llwe, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members The above ordinance was passed by the following vote: Henry Garrett 0!t Brent Chesney ~. Melody Cooper Jerry Garcia ~ Bill Kelly ~ Rex Kinnison ~ John E, Marez ~~ Jesse Noyola 0iC Mark Scott Wf- 026292 ESCROW AGREEMENT CITY OF CORPUS CHRISTI, TEXAS, GENERAL IMPROVEMENT AND REFUNDING BONDS SERIES 2005 ESCROW THIS ESCROW AGREEMENT, dated as of June 14, 2005 (herein, together with any amendments or supplements hereto, called the" Agreement") is entered into by and between the City of Corpus Christi, Texas (herein called the "Issuer") and JPMorgan Chase Bank, N,A., as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The addresses of the Issuer and the Escrow Agent are shown on Exhibit "Au attached hereto and made a part hereof WITNESSETH WHEREAS, the Issuer heretofore issued and there presently remain outstanding the obligations (the "Refunded Obligations") described in the Verification Report of Grant Thornton LLP, a true and correct copy of which is attached hereto as Exhibit "B" and made a part hereof(the "Report"), relating to the Refunded Obligations; and WHEREAS, the Refunded Obligations are scheduled to mature on such dates, bear interest at such rates, and be payable at such times and in such amounts as are set forth in the Report; and WHEREAS, when firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption date of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Chapter ]207, Texas Government Code, as amended ("Chapter 1207"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making offirm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obligations when due; and WHEREAS, the Escrow Agent is a paying agent for certain of the Refunded Obligations, and this Agreement constitutes an escrow agreement of the kind authorized and required by said Chapter ] 207; and WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent provided in this Agreement; and WHEREAS, the City of Corpus Christi, Texas General Improvement and Refunding Bonds, Series 2005 (the "Refunding Obligations") have been issued, sold and delivered for the purpose, among others, of obtaining the funds required to provide for the payment of the principal of the Refunded Obligations at their maturity or date of redemption and the interest thereon to such dates; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, if applicable, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the "Escrowed Securities" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations on their maturity or date of redemption; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the designated corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is herein also referred to as the "Paying Agent", and in such capacity as paying agent for the Refunded Obligations, acting through the Escrow Agent, is also a party to this Agreement, as the sole paying agent for the Refunded Obligations, to acknowledge its acceptance of the terms and provisions of this Agreement in such capacity, NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: -2- ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1,01, Definitions, Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: "Code" means the Internal Revenue Code of 1986, as amended, or to the extent applicable the Internal Revenue Code of 1954, together with any other applicable provisions of any successor federal income tax laws "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the direct noncallable, non-prepayable United States Treasury obligations and obligations the due timely payment of which is unconditionally guaranteed by the United States of America described in the Report or cash or other direct obligations of the United States of America substituted therefor pursuant to Article IV of this Agreement. Section 1.02, Other Definitions, The terms "Agreement", "Issuer", "Escrow Agent", "Refunded Obligations", "Refunding Obligations", "Report" and "Paying Agent", when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1. 03, Interpretations The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modifY or restrict the terms hereof This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Concurrently with the sale and delivery ofthe Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in the Report, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing, -3- ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3,01. Escrow Fund The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the City of Corpus Christi, Texas General Improvement and Refunding Bonds Series 2005 Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in the Report. Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3,02 hereof When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder Section 3,02, Payment ofPrincioal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations and interest thereon in the amounts and on the date shown in the Report, Section 3,03, Sufficiencv of Escrow Fund, The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded Obligations mature, all as more fully set forth in the Report, If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by each place of payment (paying agent) for the Refunded Obligations to make the payments set forth in Section 3,02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments Notice of any such insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto, Section 304, Trust Fund, The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the -4- Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations, The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent. Section 3,05, Security for Cash Balances, Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances ARTICLE IV LIMITATION ON INVESTMENTS Section 4,01, Duty of Escrow Agent to Investment Funds. Except as provided in Sections 3,02,4,02,4,03 and 4,04 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer or otherwise dispose of the Escrowed Securities, Section 4,02, Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In addition to the Escrowed Securities listed in the Report, the Escrow Agent shall reinvest cash balances shown in the Report in United States Treasury Obligations - State and Local Government Series with an interest rate equal to zero percent (0%) to the extent (i) such Treasury Obligations are available from the Department of the Treasury and (ii) such reinvestments are called for in the Report, All such reinvestments shall be made, if and to the extent so required, only from the portion of cash balances derived from the maturing principal of and interest on Escrowed Securities that are United States Treasury Certificates ofIndebtedness, Notes or Bonds - State and Local Government Series, All such reinvestments shall be acquired on and shall mature on the dates shown on the Report. Section 4,03, Substitutions and Reinvestments At the direction of the Issuer, the Escrow Agent shall reinvest cash balances representing receipts from the Escrowed Securities, make substitutions of the Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds thereof or hold such proceeds as cash, together with other moneys or securities held in the Escrow Fund, provided that the Issuer delivers to the Escrow Agent the following: (1) an opinion by an independent certified public accountant that after such substitution or reinvestment the principal amount of the securities in the Escrow Fund, together with the interest thereon and other available moneys, will be sufficient to pay, without further investment or reinvestment, as the same become due in accordance with the Report, the principal of, interest on and premium, if any, on the Refunded Obligations which have not previously been paid, and -5- (2) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such substitution or reinvestment will not cause the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 103 of the Code or the regulations thereunder in effect on the date of such substitution or reinvestment, or otherwise make the interest on the Refunded Obligations subject to federal income taxation, and (b) such substitution or reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations, The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the direction of the Issuer. Section 4,04 Substitution for Escrowed Securities, Concurrently with the initial deposit by the Issuer with the Escrow Agent, but not thereafter, the Issuer, at its option, may substitute cash or non-interest bearing direct noncallable, non-prepayable obligations ofthe United States Treasury (i.e" Treasury obligations which mature and are payable in a stated amount on the maturity date thereof, and for which there are no payments other than the payment made on the maturity date) (the "Substitute Obligations") for non-interest bearing Escrowed Securities, if any, but only if such Substitute Obligations (a) are in an amount, and/or mature in an amount, which is equal to or greater than the amount payable on the maturity date of the obligation listed in the Report for which such Substitute Obligation is substituted, (b) mature on or before the maturity date of the obligation listed in the Report for which such Substitute Obligation is substituted, and ( c) produce the amount necessary to pay the interest on and principal of the Refunded Obligations, as set forth in the Report, as verified by a certified public accountant or a firm of certified public accountants If, concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute Obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter, substitute for such Substitute Obligations the same Escrowed Securities for which such Substitute Obligations originally were substituted, Section 4,05, Arbitrage, The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Code, -6- ART~CLE V APPLICATION OF CASH BALANCES Except as provided in Sections 3,01, 3,02, 4,02, 4 03 and 4,04 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund, ARTICLE VI RECORDS AND REPORTS Section 6,01, Records, The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations, Section 6,02, Reports, While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7,01, Representations, The Escrow Agent hereby represents that it is the duly acting Paying Agent for certain of the Refunded Obligations, that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7,02 Limitation on Liabilitv, The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund, Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors ofthe Escrowed Securities to make timely payment thereon, except for the obligation to notifY the Issuer as promptly as practicable of any such occurrence, -7- The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not responsible for nor bound by any of the provisions thereof(except as a place of payment and paying agent and/or a registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions ofthis Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency ofthe Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters, It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or willful misconduct. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obli- gated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence, In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time, Section 7,03, Compensation, (a) Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, and for all future paying agency services as Paying Agent for the Refunded Obligations, the sum of $ , the sufficiency of which is hereby acknowledged by the Escrow Agent. In -8- addition, the Issuer hereby acknowledges that the sum of $_ is sufficient to pay for all future paying agency services of Bank of America, a Paying Agent for certain of the Refunded Obligations In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses, The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses, (b) Upon receipt of the aforesaid specific sums stated in subsection (a) of this Section 7.03 for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent shall acknowl- edge such receipt to the Issuer in writing, Section 7,04, Successor Escrow Agents, If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, authorized under Texas law to act as an escrow agent, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority, Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts ofthe Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties, -9- The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trust hereby created by giving not less than sixty (60) days' written notice to the Issuer and publishing notice thereof, speciJying the date when such resignation will take effect, in a newspaper printed in the English language and with general circulation in New York, New York, such publication to be made once at least three (3) weeks prior to the date when the resignation is to take effect. No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and such successor Escrow Agent shall be a paying agent for the Refunded Obligations and shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder. ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit" A" attached hereto The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Prior written notice of any amendment to this Agreement contemplated pursuant to Section 8.08 and immediate written notice of any incidence ofa severance pursuant to Section 8.04 shall be sent to Moody's Investors Service, Attn: Public Finance Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007 and Standard & Poor's Corporation, Attn Municipal Bond Department, 25 Broadway, New York, New York 10004. Section 8.02. Termination ofResDonsibilities Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severabilitv In case anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but -10- this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas Section 8.06 Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Effective Date of Agreement. This Agreement shall be effective upon receipt by the Escrow Agent of the funds described in the Report and the Escrowed Securities, together with the specific sums stated in subsections (a) and (b) of Section 7.03 for Escrow Agent and paying agency fees, expenses, and services. Section 8.08. Amendments This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto No such amendment shall adversely affect the rights of the holders of the Refunded Obligations. Section 8.09. Counteroarts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same instrument. [EXECUTION PAGE FOLLOWS] -11- EXECUTED as of the date first written above. CITY OF CORPUS CHRISTI, TEXAS ATTEST: By ~ ~ anager CitYSe~ (SEAL) APPROVED MARY KAY FISCHER, CITY ATTORNEY Ilk? ~ t.d? JPMORGAN CHASE BANK, N.A. By Title: ATTEST By Title (SEAL) -12- INDEX TO EXHIBITS Exhibit "A" Addresses of the Issuer and the Escrow Agent Exhibit "B" Verification Report of Grant Thornton LLP EXHIBIT "A" ADDRESSES OF THE ISSUER AND ESCROW AGENT ISSUER City of Corpus Christi, Texas 1210 Leopard Corpus Christi, Texas 78401 Attention: Director of Financial Services ESCROW AGENT JPMorgan Chase Bank, N.A 2001 Bryan Street, 10th Floor Dallas, Texas 75201 Attention: Corporate Trust Operations EXHIBIT "B" VERIFICATION REPORT OF GRANT THORNTON LLP PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT (the "Agreement"), dated as of the 14th day of June, 2005, is by and between the City of Corpus Christi, Texas (the "City") and The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America and authorized to transact business in the State of Texas (together with any successor, the "Bank"); WITNESSETH WHEREAS, the City is authorized to issue the obligations described in Exhibit A hereto (the "Bonds") in accordance with the respective ordinances adopted by the City on June 14, 2005, and incorporated herein for all purposes (the "Bond Ordinance") and the terms of the hereinafter defined Purchase Agreement; WHEREAS, the City desires that the Bonds be issued in fully registered form with privileges of transfer and exchange as herein provided, and as authorized in the Bond Ordinance; WHEREAS, the City has authorized the issuance of the Bonds subject to the terms of the Bond Ordinance and, to provide forregistration, payment, transfer, exchange, and replacement of the Bonds, the City has authorized the execution and delivery of this Agreement; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, and subject to the conditions herein set forth, the City and the Bank agree as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions The terms defined in this Article shall have the meaning set out below unless the context requires a different meaning: "Agreement" means this agreement as originally executed or as it may from time to time be supplemented, modified, or amended. "Bank" means the entity named as the "Bank" in the first paragraph of this Agreement or a successor Bank selected in accordance with the applicable provisions of this Agreement. "Bond Ordinance" has the meaning stated in the first recital paragraph of this Agreement. "Bond Register" has the meaning stated in Section 5.01. "Bonds" means the obligations issued by the City that are to be governed by this Agreement, as described in Exhibit A attached hereto "City" means the City of Corpus Christi, Texas, and any successor to its duties and functions. "City Request" means a request signed in the name of the City by the City Manager, any Assistant City Manager, or the Director of Financial Services, which the Bank shall assume to be a duly authorized act of the City "Designated PaymentlTransfer Office" means the corporate trust office of the Paying Agent/Registrar designated as the place of payment, transfer and exchange of the Bonds, initially, the corporate trust office of the Paying Agent/Registrar in Jacksonville, Florida. "Holder" when used with respect to any Bond, means the Person in whose name such Bond is registered in the Bond Register. "Interest Payment Date" means the Stated Maturity of an installment of interest on any Bonds. "Maturity" when used with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein provided, whether at the Stated Maturity or by call for redemption or otherwise. "Person" means any entity, individual, corporation, partnership, joint venture, association,joint-stock company, trust, unincorporated organization, or government or any governmental agency or political subdivision. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond, and, for purposes of this definition, any Bond authenticated and delivered under Section 5.02 in lieu of a mutilated, lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Bond. "Purchase Agreement" means the purchase agreement between the City and the underwriters named therein, dated June 14,2004, relating to the sale of the Bonds. "Record Date" for the interest payable on an Interest Payment Date means the 15th day (whether or not a business day) of the calendar month next prcceding such Interest Payment Date. "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms thereof, the Bond Ordinance and this Agreement. "Redemption Price" when used with respect to any Bond to be redeemed means the price at which it is to be redeemed pursuant to terms thereof and the Purchase Agreement, excluding installments of interest whose Stated Maturity is on or before the Redemption Date. "Stated Maturity" when used with respectto any Bond or any installment of interest thereon means the date specified in such Bond as the fixed date on which the principal of such Bond or such installment of interest is due and payable. SECTION 1.02. Written Communication. Any request, demand, authorization, direction, notice, consent, WID ver, or other written communication provided or permitted by this Agreement to be made upon, given or furnished to, or filed with: -2- A the City, shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the City addressed to it at 120 I Leopard, Corpus Christi, Texas 7840 I or at any other address previously furnished to the Bank in writing by the City, and B. the Bank, shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid (and properly referred to this Agreement or the Bonds), to the Bank addressed to it at 600 North Pearl Street, Suite 420, Dallas, Texas 75201, or at any other address previously furnished to the City in writing by the Bank. SECTION 1.03. Notice to Holders: Waiver Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise expressly provided herein) ifin writing and mailed, first-class, postage prepaid, to each Holder, at the address of such Holder as it appears in the Bond Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to all other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Bank, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 104. Effect of Headings The Article and Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 105. Successors and Assigns All covenants and agreements in this Agreement by the City or the Bank shall bind its successors and assigns. SECTION 106. Severability Clause In case any provision of this Agreement, the Bond Ordinance, or the Bonds or any application thereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions and applications of this Agreement shall not in any way be affected or impaired thereby. SECTION 107. Amendinent. This Agreement may be amended only by an agreement in writing by both of the parties hereto. SECTION 108. Benefits of Agreement. Nothing in this Agreement or in the Bonds, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim under this Agreement. -3- SECTION 1.09. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. ARTICLE TWO THE BONDS SECTION 2.01. Forms Generallv. The Bonds, Registration Certificate of the Comptroller of Public Accounts of the State of Texas (the "Registration Certificate"), the Paying Agent/Registrar's Authentication Certificate (the "Authentication Certificate"), and the Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in the Bond Ordinance with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by the Bond Ordinance and this Agreement and may have such letters, numbers, or other marks of identification and the Bonds may have such legends and endorsements thereon (including any reproduction of an opinion of counsel) as may, consistently herewith, be established by the Bond Ordinance or determined by the officers executing such Bonds as evidenced by their execution of such Bonds. SECTION 2.02. Execution. Registration, Deliverv. and Dating The Bonds shall be executed on behalf of the City as provided in the Bond Ordinance. No Bond shall be entitled to any right or benefit under this Agreement or the Bond Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either the Registration Certificate, executed by the Comptroller of Public Accounts of the State of Texas or the duly authorized agent thereof, by manual signature, or the Authentication Certificate, executed by the Bank, by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered or delivered SECTION 203. Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The City may at any time deliver to the Bank for cancellation any Bonds previously certified or registered and delivered whieh the City may have acquired in any manner whatsoever and all Bonds so delivered shall be promptly cancelled by the Bank. No Bond shall be registered in lieu of or in exchange for any Bond cancelled as provided by this Agreement. All cancelled Bonds held by the Bank shall be disposed of as directed by City Request SECTION 2.04. Persons Deemed Owners. The City, the Bank, and any agent of the City or the Bank may treat the Person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of the principal (and Redemption Price, if applicable) of and interest on such Bond and for all other purposes whatsoever whether or not such Bond be overdue, and, to the extent permitted by law, none of the City, the Bank, and any such agent shall be affected by notice to the contrary. -4- ARTICLE THREE PA YMENT OF BONDS SECTION 3.01 Payment of Interest. Interest on any Bond which is payable on any Interest Payment Date shall be paid to the Holder of such Bond as determined at the close of business on the Record Date. Such interest shall be paid by the Bank by check mailed to the Holder at the address of such Holder as it appears on the Bond Register, or by such other customary banking arrangements to which the Holder and the Bank may agree, but solely from funds collected from the City for such purpose. Each Bond delivered under this Agreement upon transfer or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 3.02. Payment ofPrincioal and Redemotion Price. Principal (and the Redemption Price, if applicable) of each Bond shall be paid by the Bank to the Holder at the Maturity thereof, but solely from funds collected from the City for such purpose, upon presentation and surrender of such Bond to the Bank for cancellation. All Bonds presented and surrendered for payment shall be delivered to the Designated PaymentlTransfer Office. SECTION 303. City to DeDosit Funds The City will duly and punctually deposit with the Bank, at the Designated PaymentlTransfer Office, on or before each Stated Maturity of interest on Bonds and each Maturity of Bonds, money sufficient to pay the principal (and Redemption Price, if applicable) of and interest on the Bonds when due. ARTICLE FOUR REDEMPTION OF BONDS SECTION 4.01. General ADDlicability of Article. If the Bonds are to be redeemed before their Stated Maturity, they shall be redeemed in accordance with their terms and the Bond Ordinance. SECTION 4.02. Election to Redeem: Notice to Bank. The exercise by the City of its option to redeem any Bonds shall be evidenced by City action consistent with the provisions of the Bond Ordinance. In case of any redemption at the election of the City ofJess than all of the outstanding Bonds, the City shall, at least 45 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Bank), notify the Bank of such Redemption Date and of the principal amount of Bonds of each Stated Maturity to be redeemed, and the Redemption Price to be paid to the Holders. -5- SECTION 4.03. Notice of RedemDtion Notice ofredemption shall be given by the Bank in the name and at the expense of the City, prior to the Redemption Date, to each Person entitled to receive notice of such redemption at the times and in the manner required by the Bond Ordinance. All notices of redemption shall contain a description of the Bonds to be redeemed including the complete name of the Bonds, the Series, the date of issue, the interest rate, the Maturity, the CUSIP number, if any, the amounts called of each Bond, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Bank and the address at which the Bond may be redeemed including a contact person and telephone number. ARTICLE FIVE REGISTRA nON, TRANSFER, EXCHANGE, AND REPLACEMENT OF BONDS SECTION 501 Registration. Transfer, and Exchange. The Bank shall keep at the Designated PaymentlTransfer Office a register (herein referred to as the "Bond Register") in which, subject to such reasonable regulations as the City or the Bank may prescribe, the Bank shall provide for the registration of the Bonds and registration of transfers of the Bonds as herein provided Upon surrender for transfer or exchange of any Bond at the Designated PaymentlTransfer Office of the Bank, the Bank shall register and deliver, in the name of the designated transferee or transferees, one or more new fully registered Bonds of the same maturity, of any authorized denominations, and of a like aggregate principal amount in accordance with the terms of the Bond Ordinance. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed (if so required by the Bank) or be accompanied by a written instrument of transfer in form satisfactory to the Bank duly executed by the Holder or the attorney thereof duly authorized in writing. Neither the City nor the Bank shall be required (i) to issue, transfer, or exchange any Bond subject to redemption during a period beginning at the opening of business thirty (30) days before the day of the first mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond after it is so selected for redemption, in whole or in part, prior to the redemption date; except that at the option of the Holder of at least $1,000,000 in principal amount of a series of Bonds, the Bank is required to transfer or exehange any such Bond which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Bonds is discontinued, the City shall provide an adequate inventory of Bond certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Bond certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. -6- The Bank as Registrar will maintain the records of the Bond Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Bond Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Bond Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. SECTION 5.02. Mutilated, Destroved, Lost and Stolen Bonds. If (i) any mutilated Bond is surrendered to the Bank, or the City and the Bank receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the City and the Bank such security or indemnity as may be required by them to save each of them harmless, then, the City shall execute and upon its request the Bank shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond (but only upon surrender of such Bond if such Bond is mutilated), a new Bond of the same series and maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding, in accordance with the Bond Ordinance. In case any such mutilated, destroyed, lost or stolen Bond shall have matured and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bonds, the City in its discretion may by City Request have the Bank pay such Bond instead of issuing a new Bond, provided security or indemnity is furnished to the City and the Bank as may be required by them to save each of them harmless from any loss or damage with respect thereto, all in accordance with the Bond Ordinance. SECTION 5.03. List of Holders. The Bank will provide the City at any time requested by the City, upon payment of the agreed upon fee, a copy of the information contained in the Bond Register The City may also inspect the information in the Bond Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not rclease or disclose the content of the Bond Register to any Person other than pursuant to a City Request or other than to an authorized officer or employee of the City, except upon receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena or court order the Bank will notify the City so that the City may contest the subpoena or court order. SECTION 5.04. Suretv Bond The City hereby aceepts the Bank's current blanket bond for lost, stolen or destroyed Bonds (and any future substitute blanket bond for lost, stolen or destroyed Bonds that the Bank may arrange with sufficient coverage to protect the City in the opinion of the Bank) and agrees that the coverage under any such blanket bond is acceptable to it and meets the City's requirements as to security or indemnity. The Bank need not notify the City of any changes in the security or other company giving such bond or the terms of any such bond. The blanket bond then utilized for the purpose of lost, stolen, or destroyed certificates by the Bank is available for inspection by the City on request. -7- SECTION 5.05. Transaction Information to City The Bank will, within a reasonable time after receipt of written request from the City, furnish the City information as to the Bonds it has paid, Bonds it has delivered upon the transfer or exchange of any Bond, and Bonds it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Bonds. ARTICLE SIX RIGHTS AND OBLIGATIONS OF BANK SECTION 6.01. Certain Duties and ResDonsibilities A. The Bank I . shall perform the duties imposed on the Bank under the Bond Ordinance and this Agreement. 2. shall exercise reasonable care in the performance of its duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank; and 3. in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Bank and conforming to the requirements of this Agreement, but in the case of any opinions which by any provision hereof are specifically required to be furnished to the Bank, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. B. No provision of this Agreement shall be construed to relieve the Bank from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct except that: I. this Subsection shall not be construed to limit the effect of Subsection A of this Section; and 2. the Bank shall not be liable for any error of judgment made in good faith by any officer thereof, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. C. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Bank shall be subject to the provisions of thiS Section. D. By executing this Agreement, the Bank hereby represents that it has received a certified copy of the Bond Ordinance. SECTION 6.02. Certain Rights of Bank. Except as otherwise provided in Section 6.0 I hereof: -8- A. the Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; B. the Bank may consult with legal counsel and the written advice of such counselor any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Bank hereunder in good faith and in reliance thereon; C. the Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, coupon or other paper or document, but the Bank, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Bank shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records, and premises of the City, personally or by agent or attorney; and D. the Bank may execute any of the trusts or powers hereunder or perform any of the duties hereunder either directly or by or through agents or attorneys, and the Bank shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care by it. SECTION 6.03. Not Resoonsible for Recitals. The recitals contained in the Bonds, except the Authentication Certificate signed by the Bank on the Bonds, shall be taken as the statements of the City, and the Bank assumes no responsibility for their correctness. SECTION 6.04. Mav Hold Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds and otherwise deal with the City with the same rights it would have if it were not serving as paying agent, transfer agent, bond registrar, authenticating agent, or in any other capacity hereunder. SECTION 6.05 Monev Deoosited with Bank Money deposited by the City with the Bank for payment of principal (or Redemption Price, if applicable) of or interest on any Bonds shall be segregated from other funds of the Bank and the City and shall be held in trust for the benefit of the Holders of such Bonds. AIl money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds ofthe City. Amounts held by the Bank which represent principal of and interest on the Bonds remaining unclaimed by the owner after the expiration of three (3) years from the date such amounts have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended. The Bank shall be under no liability for interest on any money received by it hereunder. -9- This Agreement relates solely to money deposited for the purposes described herein, and the parties agree that the Bank may serve as depository for other funds of the City, act as trustee under indentures authorizing other bond transactions, or act in any other capacity not in conflict with its duties hereunder. SECTION 6.06. Compensation and Reimbursement. The City agrees: A. to pay to the Bank from time to time reasonable compensation for all services rendered by it hereunder, which compensation shall be established initially for the Bonds in accordance with the schedule attached as Exhibit B, which is made a part hereof for all purposes; B. except as otherwise expressly provided herein, to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any provisions of this Agreement, except to the extent (i) covered by the compensation established pursuant to Subsection A of this Section or (ii) any such expense, disbursement, or advance as may be attributable to the negligence or bad faith of the Bank; and C. to the extent permitted by law, to indemnity the Bank for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with the administration or performance of its duties and obligations hereunder, including the costs and expenses of defending itself (including counsel fees) against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. SECTION 6.07. Resignation and Removal The Bank may resign from its duties hereunder at any time by giving not less than sixty (60) days written notice thereofto the City, with such resignation effective upon the appointment of a successor thereto. The Bank may be removed from its duties hereunder at any time with or without cause by the City designating a successor upon not less than sixty (60) days written notice; provided, however, that no such removal shall become effective until such successor shall have aceepted the duties of the Bank hereunder by written instrument. Upon the effective date of such resignation or removal (or any earlier date designated by the City in case of resignation) the Bank shall, upon payment of all its fees, charges, and expenses then due, transfer and deliver to, or upon the order of, the City all funds, records, and Bonds held by it (except any Bonds owned by the Bank as Holder or pledgee), under this Agreement. If the Bank shall resign or be removed, the City shall promptly appoint and engage a successor to act in the place of the Bank hereunder, which appointment shall be effective as of the effective date of the resignation or removal of the Bank. Such successor shall immediately give notice of its substitution hereunder in the name of the City to the Holders, including the name of the successor to the Bank and the address of its principal office and office of payment as provided in the Bond Ordinance. SECTION 6.08. Merger. Conversion. Consolidation. or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank -10- shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further acts on the part of either of the parties hereto. In case any Bond shall have been registered, but not delivered, by the Bank then in office, any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Bond so registered with the same effect as if such successor Bank had itself registered such Bonds. SECTION 6.09. Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy which any Holder may have against the City during any default or event of default under any agreement between any Holder and the City, including the Bond Ordinance, or to act as trustee for such Holder. SECTION 6.10. Bank Not ResDonsible for Bonds The Bank shall not be accountable for the use of any Bonds or for the use on application of the proceeds thereof. SECTION 6.11. Adiudication and Interpleader. The City and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its persons as well as funds on deposit, in the appropriate state or federal court in the State of Texas, and agree that service of process by certified or registered mail, return-receipt requested, to the address set forth in this Agreement shall constitute adequate service. The City and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction within the State of Texas to determine the rights of any Person claiming interest herein. SECTION 6.12. Bank's Funds Not Used. No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights of powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. The Bank shall in no event be liable to the City, any Holder, or any other Person for any amount due on any Bond from its own funds. SECTION 6.13. Deoositorv Trust Comoanv Services. It is hereby represented and warranted that, in the event the Bonds are otherwise qualified and accepted for The Depository Trust Company ("DTC") services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the operational arrangements which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time and notification ofredemptions and calls. The City hereby represents that a duly executed DTC Blanket Letter of Representations is on file with DTC. -11- SECTION 6.14. Entire Agreement This Agreement and the Bond Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Ordinance, the Bond Ordinance shall govern. SECTION 6.15. Counteroarts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the day and year first above written. CITY OF CORPUS CHRISTI, TEXAS By b ATTEST: .~ City Secretary (SEAL) APPROVED: MARY KAY FISCHER, CITY ATTORNEY ~~~. -12- THE BANK OF NEW YORK TRUST COMPANY, N.A. By Title: ATTEST: Title (SEAL) -13- EXHIBIT A City of Corpus Christi, Texas General Improvement and Refunding Bonds, Series 2005, dated June I, 2005, issued in the aggregate principal amount of $86,485,000. City of Corpus Christi, Texas Combination Tax and Revenue Certificates of Obligation, Series 2005 (Landfill Project), dated June 1,2005, issued in the aggregate principal amount of$14,520,000. City of Corpus Christi, Texas Combination Tax and Revenue Certificates of Obligation, Series 2005 (Marina Development Project), dated June I, 2005, issued in the aggregate principal amount of$4,500,000. EXHIBIT B FEE SCHEDULE BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT